HOUSTON, April 23, 2013 /PRNewswire-USNewswire/ -- Crest
Financial Limited, the largest minority stockholder of Clearwire
Corporation (NASDAQ: CLWR), today wrote a letter to Clearwire's
board detailing in stark terms the damage that Crest believes
Clearwire is doing to itself and its stockholders by refusing
financing and spectrum-purchase offers from companies other than
Sprint Nextel Corporation.
"Clearwire's crown jewel is its spectrum, and you, the Clearwire
Board, are letting Sprint seize it for a grossly inadequate price
and through an unfair, coercive process," David K. Schumacher, General Counsel of Crest,
wrote to Clearwire's board today. "By abandoning your independent
build-out plans, tying yourself to Sprint, tightening the noose by
taking Sprint's coercive debt, crying wolf about potential
insolvency and failing to take the lifeline offered by Crest,
Aurelius, and others, you have converted fair value for Clearwire
into a super-premium for Sprint. This offends, indeed defies, every
tenet of fiduciary duty."
The letter asserts that "the value of the Company's spectrum is
apparent to all—particularly SoftBank and Sprint." The letter adds:
"Our own independent studies show that the Company's valuation
falls in a range of between $9.54 and
$15.50 per share."
In the meantime, Crest, an investment company in Houston, urged Clearwire's board to consider
the debt financing offers from Crest and Aurelius Capital
Management LP, both of which it said are more favorable and less
"coercive" to Clearwire and its stockholders than is Sprint's
financing program. It also pressed Clearwire's board to seriously
examine proposals by Verizon and DISH Network to purchase some of
Clearwire's valuable spectrum.
"Instead of engaging with DISH on its offer to purchase
spectrum, you dismissed it as 'preliminary' even as you rushed
straight into Sprint's headlock. You resisted even after DISH
formalized its offer, and DISH was forced to bid for Sprint.
Instead of entertaining serious offers of alternative, noncoercive
debt from Crest and Aurelius, you acquiesced to Sprint's objection
to you getting a better financing deal from elsewhere," Schumacher
wrote to Clearwire's board. "You have acted at all times to deliver
all the value of Clearwire not to its stockholders but to Sprint
alone."
The letter added: "You have allowed Sprint to hamstring your
ability to act in the best interests of the Company and its
shareholders other than Sprint."
Crest ended the letter by stating that if Sprint, aided by the
lock-up of 13% of Clearwire's shares through an improper voting
agreement, prevails in the vote of minority stockholders, Crest
will advance its cause in court.
Crest has also filed a preliminary proxy statement that, when
cleared by the Securities and Exchange Commission, will be used to
urge Clearwire stockholders to reject the proposed merger with
Sprint.
Crest's letter to Clearwire's board can be found at
http://www.bancroftpllc.com/crest/.
About Crest Financial Limited
Crest Financial Limited
is a limited partnership under the laws of the State of
Texas. Its principal business is investing in securities.
Important Legal Information
CREST FINANCIAL LIMITED
AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS (THE
"PARTICIPANTS") IN A SOLICITATION OF PROXIES IN RESPECT OF THE
PROPOSED MERGER OF CLEARWIRE WITH SPRINT NEXTEL CORPORATION.
THE PARTICIPANTS HAVE FILED A PRELIMINARY PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"). THE PRELIMINARY
PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE
PARTICIPANTS' PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON
THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. THE PARTICIPANTS
INTEND TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD IN CONNECTION WITH SUCH PROXY SOLICITATION.
WHEN COMPLETED, ANY SUCH DEFINITIVE PROXY STATEMENT AND PROXY CARD
WILL BE FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE ISSUER
AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO
CHARGE ON THE WEBSITE OF THE PARTICIPANTS' PROXY SOLICITOR AT
HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE
COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY
CARD (WHEN AVAILABLE) AT NO CHARGE UPON REQUEST. INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS
CONTAINED IN THE PRELIMINARY PROXY STATEMENT. STOCKHOLDERS OF THE
ISSUER ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH
IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS IN ANY SUCH
SOLICITATION.
Forward-looking Statements
Certain statements
contained herein are forward-looking statements including, but not
limited to, statements that are predications of or indicate future
events, trends, plans or objectives. Undue reliance should not
be placed on such statements because, by their nature, they are
subject to known and unknown risks and
uncertainties. Forward-looking statements are not guarantees
of future activities and are subject to many risks and
uncertainties. Due to such risks and uncertainties, actual
events may differ materially from those reflected or contemplated
in such forward-looking statements. Forward-looking statements
can be identified by the use of the future tense or other
forward-looking words such as "believe," "expect," "anticipate,"
"intend," "plan," "should," "may," "will," believes," "continue,"
"strategy," "position" or the negative of those terms or other
variations of them or by comparable terminology.
SOURCE Crest Financial Limited